Argos Therapeutics, Inc. (NASDAQ:ARGS) Files An 8-K Bankruptcy or ReceivershipItem 1.03.
Bankruptcy or Receivership.
On November 30, 2018, after considering all strategic alternatives, Argos Therapeutics, Inc., a Delaware corporation (the "Company"),filed a voluntary petition (the “Voluntary Petition”) for relief under the provisions of chapter 11 of title 11of the United States Code (the “Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). Thebankruptcy case is being administered under the caption In re Argos Therapeutics, Inc.(Case No. 18-12714). In connection with this chapter 11 filing, the Company has appointed Matthew Foster as the Company’sChief Restructuring Officer, effective as of November 30, 2018, and has engaged Mr. Foster’s firm, Sonoran Capital, to provide services to the Company in connection with its chapter 11 case. The Company intends to continue to operate its business at a reduced level as a “debtor-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Code and orders of the Court. The Company expects that the chapter 11 filing will result in, among other things, the cancellation or extinguishment of all outstanding shares of the Company’s capital stock without any payment or other distribution on account of those shares.
In connection with the chapter 11 filing, the Company entered into on November 30, 2018 an asset purchase agreement with Cellscript, LLC and Immune and Cell Therapies, LLC, as purchasers (collectively, “Cellscript”) to which Cellscript has agreed to purchase substantially all of the non-cash assets of the Company for approximately $1.675 million in cash, together with the payment of specified costs, assumption of the Company’s facilities lease and specified licenses, and the waiver and/or transfer by Cellscript of a claim of $2.0 million for amounts due under the December 22, 2015 agreement between Cellscript and the Company. The sale of assets to Cellscript is subject to review and approval of the Court, compliance with agreed upon and Court-approved bidding procedures allowing for the submission of higher and better offers, and other agreed-upon conditions.
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
In connection with the chapter 11 filing, on November 30, 2018, the Company terminated the employment of Jeffrey D. Abbey, President and Chief Executive Officer of the Company, Richard D. Katz, Chief Financial Officer of the Company and Charles Nicolette, Chief Scientific Officer and Vice President of Research and Development of the Company. Each of Mr. Abbey and Drs. Katz and Nicolette will remain available as consultants to the Company to consulting agreements previously entered into on August 29, 2018, which consulting agreements were previously filed as exhibits to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 19, 2018. Mr. Abbey will also continue to serve as a director of the Company.
In addition, on November 29, 2018 and following approval of the chapter 11 filing and related actions, Hubert Birner, Robert F. Carey and Irackly Mtibelishvily resigned from the Board of Directors (the “Board”) of the Company, effective as of the filing of the Voluntary Petition with the Court. At the time of resignation, Dr. Birner was a member of the Audit Committee and Nominating and Corporate Governance Committee of the Board, Mr. Carey was a member of the Audit Committee and the Compensation Committee of the Board and Mr. Mtibelishvily was a member of the Nominating and Corporate Governance Committee of the Board. The resignations are not the result of any disagreement with the Company regarding the Company’s operations, policies or practices.
About Argos Therapeutics, Inc. (NASDAQ:ARGS)
Argos Therapeutics, Inc. (Argos) is an immuno-oncology company. The Company is focused on the development and commercialization of individualized immunotherapies for the treatment of cancer and infectious diseases based on its technology platform called Arcelis. The Company’s Arcelis technology platform utilizes biological components from a patient’s own cancer cells or virus to generate individualized immunotherapies. The Company is engaged in the development of AGS-003 for the treatment of metastatic renal cell carcinoma (mRCC), and other cancers. It is conducting a pivotal Phase III clinical trial of AGS-003 plus sunitinib or another targeted therapy for the treatment of newly diagnosed mRCC under a special protocol assessment (SPA). It is engaged in the development of AGS-004 for the treatment of Human Immunodeficiency Virus (HIV). It has conducted over three clinical trials of AGS-004, including a Phase IIb clinical trial, Phase IIa clinical trial and Phase I clinical trial.